SIXTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


          This
Sixth Amendment to Loan and Security Agreement is entered into as of October
31,2002 (the “Amendment”), by and between
COMERICA BANK-CALIFORNIA (“Bank”) and MAXWELL TECHNOLOGIES, INC. (“
Parent”) and MML ACQUISITION CORP. (individually, a “Borrower” and
collectively, the “Borrowers”).

RECITALS

          Borrowers
and Bank are parties to that certain Loan and Security Agreement dated as of
February 26, 2001, as amended from time to time, including but not limited to
by that certain Amendment to Loan and Security Agreement dated as of May 25,
2001, that certain Second Amendment to Loan and Security Agreement dated as of
June 18, 2001, that certain Third Amendment to Loan and Security Agreement dated
as of December 21, 2001 (the “Third Amendment”), that certain Fourth Amendment
to Loan and Security Agreement dated as of July 2, 2002, and that certain Fifth
Amendment to Loan and Security Agreement dated as of August 13, 2002
(collectively, the “Agreement”).

          In
addition, Bank agreed to make the Term Loan (as defined in the Third Amendment)
to Parent under the terms and conditions set forth in the Term Loan Agreement,
the Note, Addendum to Note, and Environmental Indemnity (each as defined in the
Third Amendment and dated as of December 21, 2001) (collectively, the “Term Loan Agreements”).  Parent’s obligations under the Term Loan Agreements are secured
by the Collateral as well as by a Deed of Trust, Security Agreement, and
Fixture Filing (With Assignment of Rents and Leases) recorded on December 26,
2001, as File Number 2001-0954268, in the office of the County Recorder of San
Diego County, California (the “Deed of Trust”), an Assignment of Real Property
Leases and Rents (the “Assignment”), and a UCC fixture filing, each dated as of
December 21, 2001.  The Agreement, the
Term Loan Agreements, the Deed of Trust and the Assignment are collectively
referred to herein as the Agreements.

          Further,
effective as of October 9, 2002, Maxwell Electronic Components Group, Inc., a
California corporation (“ MECG”), a former Borrower under the Agreement, merged
with and into Parent, with Parent continuing as the surviving corporation (the
“Merger”).  Pursuant to the Loan
Agreement, Bank must consent to such Merger.

          Parent
desires to assume all obligations of MECG under the Agreement (the
“Assumption”).  Parent and MECG have
requested Bank’s consent to such Merger, and Bank desires to grant such
consent, provided Parent assumes all obligations of MECG to Bank under the
Agreement in accordance with this Amendment.

          Additionally,
the parties desire to amend the Agreements in accordance with the terms of this
Amendment.

          NOW,
THEREFORE, the parties agree as follows:

          1.          To
the extent not already provided for in the agreement(s) setting forth the terms
of the Merger, or otherwise made effective as a consequence of such Merger,
Parent hereby assumes all obligations of MECG, including, but not limited to,
the payment of any amounts outstanding (including but not limited to Bank’s
expenses, fees, attorney’s fees, and collection fees), under the
Agreements.  Parent confirms that, to
secure such performance, Parent grants Bank a security interest in all the
Collateral, including any portion of the Collateral which was formerly owned by
MECG but is now owned by Parent as a result of such merger.

          2.          Bank
hereby waives Borrowers’ default under Section 7.3 of the Agreement as it
relates to the Merger.

          3.          The
following defined term in Section 1.1 of the Agreement is hereby amended as
follows:

                                        “Credit
Extension” means the issuance of credit cards under Section 2.1(d), the Term
Loan under Section 2.1(g), or any other extension of credit by Bank for
the benefit of Borrower hereunder.










          4.          Bank
hereby waives Borrowers’ default under Section 6.10 of the Agreement, as in
effect prior to the date of this Amendment, for the period ending August 31,
2002.

          5.          Section
2.1(a) of the Agreement hereby is amended in its entirety as follows:

                       “2.1(a)     Intentionally
Omitted.”

                       “2.1(b)     Intentionally
Omitted.”

                       “2.1(c)     Credit
Card.  Subject to the terms and
conditions of this Agreement, Bank agrees to issue or cause to be issued corporate credit cards for the executives of
Borrowers in an aggregate credit limit not to exceed Two Hundred Twenty Five
Thousand Five Hundred Dollars ($225,500) (the “Credit Card Sublimit”).  The terms and conditions (including
repayment and fees) of such Credit Card Sublimit shall be subject to the terms
and conditions of the Bank’s standard forms of application and agreement for
corporate credit card(s), which Borrowers hereby agree to execute.”

                       “2.1(d)     Intentionally
Omitted.”

          6.          Section
6.8 of the Agreement hereby is amended in its entirety as follows:

                       “6.8          Intentionally
Omitted.”

          7.          Section
6.9 of the Agreement hereby is amended in its entirety as follows:

                       “6.9          Intentionally
Omitted.”

          8.          Section
6.10 of the Agreement hereby is amended in its entirety as follows:

	
   
  	
  “6.10       Tangible
  Net Worth.  Borrowers shall at all
  times maintain a Tangible Net Worth of not less than Twenty Four Million
  Dollars ($24,000,000).”
  


          9.          Section
6.11 of the Agreement hereby is amended in its entirety as follows:

                       “6.11       Intentionally
Omitted.”


          10.        Exhibit
D to the Agreement hereby is replaced with Exhibit D hereto.

          11.        The
references to “$6,000,000” and or “Six Million Dollars ($6,000,000) in the Term
Note (or otherwise in the Term Loan Agreements) hereby are replaced with
“$3,000,000” and “Three Million Dollars ($3,000,000),” respectively.

          12.        In
consideration of the foregoing amendment, Parent assumes and agrees to pay the
indebtedness evidenced by the Term Note as
hereby amended and Borrowers agree to pay and perform each and all of the
conditions and covenants required to be performed by Borrowers pursuant
to the Agreements.

          13.        In
order to induce Lender to execute this Amendment, Parent represents and
warrants that title to the real property described in the Deed of Trust is
vested in Maxwell Technologies, Inc., subject only to those exceptions as shown
on the preliminary title report dated as of October 15, 2002, issued by Chicago
Title Company.

          14.        Unless otherwise defined, all initially
capitalized terms in this Amendment shall be as defined in the Agreements.  The Agreements, as amended hereby, shall be
and remain in full force and effect in accordance with their respective terms
and hereby are ratified and confirmed in all respects.  Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate as a
waiver of, or as an amendment of, any right, power, or remedy of Bank under the
Agreements, as in effect prior to the date hereof.  Each Borrower ratifies and reaffirms the continuing
effectiveness of all promissory notes, guaranties, security agreements,
mortgages, deeds 










of trust,
environmental agreements, and all other instruments, documents and agreements
entered into in connection with the Agreements.


          15.        Each
Borrower represents and warrants that the representations and warranties
contained:  in the Agreements are true
and correct as of the date of this Amendment, and that, except as expressly
waived hereby, no Event of Default has occurred and is continuing.

          16.        This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.

          17.        As
a condition to the effectiveness of this Amendment, Bank shall have received,
in form and substance satisfactory to Bank, the following:

          (a)         This
Amendment, duly executed by the Borrowers;

          (b)         Corporate
Resolutions to Borrow;

          (c)         An
amount sufficient to reduce the Term Loan to $3,000,000, which amount maybe
debited from Borrower’s account no. 1891-382036;

          (d)         An
amount equal to all Bank Expenses inc d to date, which amount may be debited
from any of Borrower’s account no. 1891-382036;

          (e)         [handwritten]
$22,000.00, to satisfy the “unused line fee” charged (pursuant to Section
2.5(a) of the Agreement) but not previously collected, which amount may be
debited from Borrower’s account no. 1891-382036; and










          (f)         Such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.


          IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.

	
   
	
  MAXWELL TECHNOLOGIES, INC.

	
   
	
   

	
  [handwritten
  and initialized “CJE”]
	
   

	
   
	
  By: /s/ [illegible]

	
   
	
   
	
  



  	
   

	
   
	
   

	
   
	
  Title: 

	
   
	
   
	
  



  	
   

	
   
	
   

	
   
	
  MML ACQUISITION CORP. 

	
   
	
   

	
  [handwritten
  and initialized “CJE”]
	
   

	
   
	
  By: /s/ [illegible]

	
   
	
   
	
  



  	
   

	
   
	
   

	
   
	
  Title: 

	
   
	
   
	
  



  	
   

	
   
	
   

	
   
	
  COMERICA BANK-CALIFORNIA

	
   
	
   

	
   
	
  By: /s/ [illegible]

	
   
	
   
	
  



  	
   

	
   
	
   

	
   
	
  Title: Vice President

	
   
	
   
	
  



  	
   

						













EXHIBIT D

COMPLIANCE CERTIFICATE

	
  TO:

  	
  COMERICA BANK-CALIFORNIA

	
   
	
   

	
  FROM:
	
  MAXWELL TECHNOLOGIES, INC., MML ACQUISITION CORP.




          The
undersigned authorized officer of MAXWELL TECHNOLOGIES, INC. (“Parent”) on
behalf of Parent and MML ACQUISITION CORP. (collectively, “Borrowers”) hereby
certifies that in accordance with the terms and conditions of the Loan and
Security Agreement between Borrowers and Bank (the “Agreement”), (i)
Borrower(s) are in complete compliance for the period ending
____________________ with all required covenants except as noted below and (ii)
all representations and warranties of Borrowers stated in the Agreement are
true and correct in all material respects as of the date hereof.  Attached herewith are the required documents
supporting the above certification.  The
Officer further certifies that these are prepared in accordance with Generally
Accepted Accounting Principles (GAAP) and are consistently applied from one
period to the next except as explained in an accompanying letter or footnotes.

Please
indicate compliance status by circling Yes/No under “Complies” column.

	
  Reporting Covenant
	
   
	
  Required
	
   
	
  Complies

	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
  Monthly financial
  statements
	
   
	
  Monthly within 30 days
	
   
	
  Yes
	
  No

	
  Quarterly financial
  statements
	
   
	
  Quarterly within 45 days
	
   
	
  Yes
	
  No

	
  Annual (CPA Audited)
	
   
	
  FYE within 90 days
	
   
	
  Yes
	
  No

	
  10K & 10Q
	
   
	
  within 5 days of filing
	
   
	
  Yes
	
  No

	
  IP Report
	
   
	
  Within 30 days of 2/1 and
  8/1
	
   
	
  Yes
	
  No






	
  Financial Covenant

  	
   
	
  Required

  	
   
	
  Actual

  	
   
	
  Complies

  
	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  
	
  Maintain monthly:

  	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
           Minimum
  Tangible Net Worth
	
   
	
  $24,000,000
	
   
	
  $___________
	
   
	
  Yes
	
  No





	
  Comments Regarding Exceptions:  See
  Attached.

  	
   
	
  BANK USE ONLY

  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Received by: 

  	
   

	
   
	
   
	
   
	
  



  	
   

	
  Sincerely,
	
   
	
  AUTHORIZED
  SIGNER  
	
   

	
   
	
   
	
  Date: 
	
   

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Verified: 
	
   

	
  



  	
   
	
   
	
  



  	
   

	
  SIGNATURE
	
   
	
  AUTHORIZED
  SIGNER  
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Date: 
	
   

	
  



  	
   
	
   
	
  



  	
   

	
  TITLE
	
   
	
   
	
   

	
   
	
   
	
  Compliance
  Status                    Yes                   No
	
   

	
  DATE 
	
   
	
   
	
   

	
   
	
  



  	
   
	
   
	
   

									



[handwritten and initialized
“CJE”]                    

[handwritten
and initialized “CJE”]                    











CORPORATE
RESOLUTIONS TO BORROW








     Borrower:          MAXWELL
TECHNOLOGIES, INC.








          I,
the undersigned [handwritten and initialized “CJE”] Chief Executive Officer of
MAXWELL TECHNOLOGIES, INC. (the “Corporation”), HEREBY CERTIFY that the
Corporation is organized and existing under and by virtue of the laws of
Delaware.


          I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and
complete copies of the Certificate of Incorporation, as amended, and the
Restated Bylaws of the Corporation, each of which is in full force and effect
on the date hereof.

          I
FURTHER CERTIFY that at a meeting of the Directors of the Corporation duly
called and held, at which a quorum was present and voting, (or by other duly
authorized corporate action in lieu of a meeting), the following resolutions
were adopted.

          BE
IT RESOLVED, that any one (1) of the following named
officers, employees, or agents of this Corporation, whose actual signatures are
shown below:

	
  NAMES
	
   
	
  POSITIONS
	
   
	
  ACTUAL SIGNATURES

	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   
	
  



  
	
    Carlton J. Eibl
	
   
	
  CEO
	
   
	
    /s/ CARLTON J. EIBL

	
  



  	
   
	
  



  	
   
	
  



  
	
    James A. Baumker
	
   
	
  CFO
	
   
	
    /s/ JAMES A. BAUMKER

	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   
	
  



  



acting for an on behalf of this
Corporation and as its act and deed be, and they hereby are, authorized and
empowered:

          Borrow
Money.  To borrow from
time to time from Comerica Bank-California (“Bank”), on such terms as may be
agreed upon between the officers, employees, or agents and Bank, such sum or
sums of money as in their judgment should be borrowed, without limitation,
including such sums as are specified in that certain Sixth Amendment to Loan
and Security Agreement dated as of October 31, 2002 (the “Amendment”).


          Execute
Amendments.  To
execute and deliver to Bank the Amendment, and also to execute and deliver to
Bank one or more renewals, extensions, modifications, consolidations, or
substitutions therefor.


          Grant
Security.  To grant a
security interest to Bank in the Collateral described in the Amendment, which
security interest shall secure all of the Corporation’s Obligations, as described
in the Amendment.


          Negotiate
Items.  To draw, endorse, and discount with Bank all
drafts, trade acceptances, promissory notes, or other evidences of
indebtedness payable to or belonging to the Corporation or in which the
Corporation may have an interest, and either to receive cash for the same or to
cause such proceeds to be credited to the account of the Corporation with Bank,
or to cause such other disposition of the proceeds derived therefrom as they
may deem advisable.


          Further
Acts.  In the case of
lines of credit, to designate additional or alternate individuals as being
authorized to request advances thereunder, and in all cases, to do and perform
such other acts and things, to pay any 











and all fees and costs,
and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into
effect the provisions of these Resolutions.


          BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
resolutions and performed prior to the passage of these resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Bank may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Bank.  Any such notice shall not affect any of the
Corporation’s agreements or commitments in effect at the time notice is given.

          I
FURTHER CERTIFY that the officers, employees, and agents named above are duly
elected, appointed, or employed by or for the Corporation, as the case may be,
and occupy the positions set forth opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.


          I
FURTHER CERTIFY that attached hereto are true and correct copies of the
Certificate of Incorporation and Bylaws of the Corporation.

          IN
WITNESS WHEREOF, I have hereunto set my hand on November _, 2002 and attest
that the signatures set opposite the names listed above are their genuine
signatures.

	
   
	
  CERTIFIED TO AND ATTESTED BY:

	
   
	
   

	
   
	
  X /s/ [illegible]

	
   
	
   
	
  



  











CORPORATE
RESOLUTIONS TO BORROW







     Borrower:          MML
ACQUISITION CORP.







          I,
the undersigned [handwritten and initialized “CJE”] Chief Executive Officer of
MAXWELL TECHNOLOGIES, INC. (the “Corporation”), HEREBY CERTIFY that the
Corporation is organized and existing under and by virtue of the laws of
Delaware.

          I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and
complete copies of the Certificate of Incorporation, as amended, and the
Restated Bylaws of the Corporation, each of which is in full force and effect
on the date hereof.


          I
FURTHER CERTIFY that at a meeting of the Directors of the Corporation duly
called and held, at which a quorum was present and voting, (or by other duly
authorized corporate action in lieu of a meeting), the following resolutions
were adopted.

          BE
IT RESOLVED, that any one (1) of the following named
officers, employees, or agents of this Corporation, whose actual signatures are
shown below:

	
  NAMES
	
   
	
  POSITIONS
	
   
	
  ACTUAL SIGNATURES

	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   
	
  



  
	
    Carlton J. Eibl
	
   
	
  CEO
	
   
	
    /s/ CARLTON J. EIBL

	
  



  	
   
	
  



  	
   
	
  



  
	
    James A. Baumker
	
   
	
  CFO
	
   
	
    /s/ JAMES A. BAUMKER

	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   
	
  



  



acting for an on behalf of this
Corporation and as its act and deed be, and they hereby are, authorized and
empowered:

          Borrow
Money.  To borrow from
time to time from Comerica Bank-California (“Bank”), on such terms as may be
agreed upon between the officers, employees, or agents and Bank, such sum or
sums of money as in their judgment should be borrowed, without limitation,
including such sums as are specified in that certain Sixth Amendment to Loan
and Security Agreement dated as of October 31, 2002 (the “Amendment”).


          Execute
Amendments.  To
execute and deliver to Bank the Amendment, and also to execute and deliver to
Bank one or more renewals, extensions, modifications, consolidations, or
substitutions therefor.


          Grant
Security.  To grant a
security interest to Bank in the Collateral described in the Amendment, which
security interest shall secure all of the Corporation’s Obligations, as
described in the Amendment.


          Negotiate
Items.  To draw, endorse, and discount with Bank all
drafts, trade acceptances, promissory notes, or other evidences of
indebtedness payable to or belonging to the Corporation or in which the
Corporation may have an interest, and either to receive cash for the same or to
cause such proceeds to be credited to the account of the Corporation with Bank,
or to cause such other disposition of the proceeds derived therefrom as they
may deem advisable.


          Further
Acts.  In the case of
lines of credit, to designate additional or alternate individuals as being
authorized to request advances thereunder, and in all cases, to do and perform
such other acts and things, to pay any 











and all fees and costs,
and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into
effect the provisions of these Resolutions.


          BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
resolutions and performed prior to the passage of these resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Bank may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Bank.  Any such notice shall not affect any of the
Corporation’s agreements or commitments in effect at the time notice is given.

          I
FURTHER CERTIFY that the officers, employees, and agents named above are duly
elected, appointed, or employed by or for the Corporation, as the case may be,
and occupy the positions set forth opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.


          I
FURTHER CERTIFY that attached hereto are true and correct copies of the
Certificate of Incorporation and Bylaws of the Corporation.

          IN
WITNESS WHEREOF, I have hereunto set my hand on November _, 2002 and attest
that the signatures set opposite the names listed above are their genuine
signatures.

	
   
	
  CERTIFIED TO AND ATTESTED BY:

	
   
	
   

	
   
	
  X /s/ [illegible]